Thorns of the Dark Rose
by LadyKayoss
Summary: As Otto begins to lose more of the man he was, he makes one last attempt to save himself. A story of the heartbreak of cloning.
1. Bones of the Earth

Disclaimer: I don't own the characters involved; Marvel does. No profit is being made from their usage.

Author's Note: I have the feeling that I'm going to earn a reputation as the author who re-animates Rosie every Halloween… Maybe it should become a tradition! Vampires, werewolves, witches… and now, undead Rosies. Actually, this was one of my original ideas for _Moonlight Becomes You, _and I liked it too much to just forget about it. It's short; no more than three chapters, hopefully, so it shouldn't be too much of a strain for me to write. I need to work on more _short _stories! Anyway… Happy Halloween…

Warning: Some graphic violence in this chapter. I don't think it's R-rated, but if you think so, let me know.

_**Thorns of the Dark Rose**_

_One – Bones of the Earth_

The crescent moon was the only illumination along the old, well-used country road. The gravel edges were lined with trees that had long shed their leaves, leaving a decaying, pungent carpet that muffled sound. Only the dry rattle of branches swaying in a cool evening breeze could be heard. It was a picture perfect country setting; one would almost expect to run in to a farmer and his horse-drawn cart when traversing the narrow, curving passage. Which all made what lay at the end of the road all the more jarring: one of the state's most technologically advanced research centers lay hidden in the forests of upstate New York, away from protestors who found their work amoral. The reclusive nature of the scientists made the site ideal; there was little complaint about their location as long as they were kept supplied with the basic amenities. They thrived on their research.

The downside to this isolation was that they had little more than a skeleton crew of security guards to protect their valuable research, and the nearest police station was ten miles away – their response time would be too slow in a dire emergency. But very few outside the corporations that funded their work even knew of the lab's existence, giving it protection of a different sort.

Still, Dr. Simon Colton shivered as a tree branch scraped the window; the dry rasping sounded unnaturally loud in the silent lab. Goosebumps prickled his skin, and he tried to ignore the crawling sensation at the nape of his neck. _It's just the wind, _he told himself crossly, turning away from the window and its partially obstructed view of the lonely country road. He could still see the shadows of the branches on the walls, like long, skeletal fingers reaching towards him. He _hated_ these night shifts; the normally bustling labs became vast, empty places, the lights were kept to a minimum to conserve power, and even the ever-present hum of the computer he was working on seemed to contain an ominous note. He'd always had a fear of the dark, one of those inexplicable phobias that was atavistic in nature and difficult to overcome. It wouldn't have been so bad if Dr. Julia Rogan had been here with him, but she'd gone off for a cup of coffee and hadn't returned yet.

Dr. Colton yawned and rubbed at his stubbled jaw, wondering if he dared turn on some music to lighten the oppressive atmosphere. Dr. Rogan didn't like to work to music, but as long as she wasn't here, he didn't see the harm. He got up from the uncomfortable chair, stretching, and crossed the lab to where the small portable radio had been set up atop the freezer. He flipped it on, sighing with relief as the mellow strains of the oldies station filled the lab. Taking his seat, he went back to work with renewed vigor. He hummed slightly as he sorted through the day's new data, gathered from the newest batch of cloned stem cells. "Fantastic," he murmured. It may have been a controversial science, but the benefits to mankind outweighed the moral issues; Dr. Colton wished the protestors would just understand that…

Something echoed through the lab, and Dr. Colton's head jerked up. He glanced around, seeking the source, but saw nothing. "Dr. Rogan?" he called, keeping his voice calm. He pursed his lips and pushed away from the computer. If something had fallen, it needed to be tended to right away. He circled the lab, his eyes slowly adjusting to the shadows. He stopped by the mouse cages, thinking that perhaps one of them had made the noise, but they were all curled in tight little balls, fast asleep. He didn't see anything out of the ordinary, so, he spent a few moments admiring their sleek-furred forms, the fruits of their labor. The mice didn't just look identical, they _were _identical, down to their genes. They were the first living being cloned by the lab, and they were thriving. He pulled his attention away from them and, with a shrug, he sat back down.

The sound came again. Louder, this time, and Dr. Colton was able to pinpoint the source: outside the window. Dr. Colton frowned; it hadn't sounded like the tree, it had sounded more like… an _impact. _Again he arose, this time heading towards the window. There was a knot in his stomach as he approached; all his earlier fears were coming back to haunt him. _We're three floors up, _he admonished himself. _It's nothing. _Still, he felt a chill of fear as he neared the pane of glass, shrinking back from it as if expecting some hideous monstrosity to slam against the glass. He pressed his forehead against the glass and looked downward. Nothing.

"Simon?" the soft female voice behind him made him jump, and he whirled to face Dr. Rogan, heart hammering in his chest. "Is everything all right?" She came toward him, offering a steaming cup of coffee, which Dr. Colton accepted gratefully.

"I just thought I heard something," he said weakly. "Must be the wind."

Dr. Rogan took a sip from her coffee as she went over to the radio, turning it off. Now that she was back, though, Dr. Colton no longer needed its noise to drive back the feeling of forboding that had assaulted him all evening. "Hmm," she said noncommittally. "How does the data look?" she asked, standing over the computer screen and surveying the day's work.

"Excellent," he said with youthful exuberance. He pointed out what he'd been working on, grinning. "Check this out – sample number two showed some unusual developments," he began. "Dr. Frye thinks –" The words caught in his throat as the shadows on the wall shifted, detaching from the main mass. One of them became the coils of a great snake, jaws agape as it lunged forward… and then the window behind them shattered. Glass shards sailed through the air, with one long, jagged piece lodging in Dr. Rogan's shoulder. Dr. Colton whirled, feeling the blood drain from his face as something pulled itself through the broken window, composed of long, sinuous appendages whipping about a central bulk. A dry hiss cut the air as one of those serpentine shapes shot forward, claws closing around Dr. Colton's throat and yanking him close, choking off his scream. Up close, Dr. Colton could see that their intruder was a man, and from the way the light glinted off the coils of the serpents around him, he knew they were machines. But he'd never seen their like… The man pulled him closer, and Dr. Colton gasped for breath as the grip on his throat tightened. "The cloning data. Where is it?" the man asked in a flat, emotionless voice. Dr. Colton clawed at his throat, and the grip loosened enough for him to take a shuddering breath.

"Where is it?" the man asked again. His face was partially hidden by the dark glasses and the shadows playing over his gaunt face, but Dr. Colton could see the man's cold expression. _He wouldn't hesitate to kill me!_

Dr. Colton glanced downwards, towards where Dr. Rogan was trying to crawl away, one hand putting pressure on her bleeding shoulder. The man followed his gaze, and another of those sleek, impossible machines darted out, its three-clawed pincer closing around her foot. She screamed as he dangled her upside-down, and flailed helplessly in his grip. Dr. Colton wanted to do the noble thing and tell this man-machine not to hurt her, to take him instead, but he couldn't speak around the lump in his throat. "Where. Is. It." One of the machines hovered in the air beside the man's head; its pincers parted, and, with a rasp of metal, a spiked blade slipped from its throat. "Don't make me ask again," the man said icily.

Dr. Colton pointed with shaking fingers. "There… it's all there…" The computer screen glowed balefully in the darkness. "All files… electronically stored."

The man sniffed. "Copy them to a disk," he said, releasing Dr. Colton's throat. "And if you try anything, I'll slit her throat." The sinuous machine held the serrated blade against Dr. Rogan's jugular for emphasis. With numb fingers, Dr. Colton did as the intruder asked, finding a free CD in the drawer and dumping as much information he could onto it before switching to another disk. All the while, he could feel the monstrous invader looming over him, but the only sound he could hear was Dr. Rogan's strangled sobs, and the clink of the metal segments against each other.

It took five disks all in all, and Dr. Colton handed them over. The man snatched them away, and they vanished into the depths of his pockets. "Anything else?" Dr. Colton asked timidly. _Please, just go away, _he pleaded.

The man shook his head. "That's it." Then he grinned, an expression that was more a baring of teeth than anything else. "Except for a couple of loose ends, that is." He didn't even twitch as the machine holding Dr. Rogan flung her to the side, sending her crashing into the wall with a sickening crunch. Dr. Colton staggered to his feet, but he couldn't escape that foot-long serrated blade, which plunged into his abdomen, scraping through his ribs to puncture a lung and graze his heart. The blade retracted, and Dr. Colton slumped to the floor. He tasted blood, and he couldn't seem to draw a breath. The man turned away, not even glancing back as the machines assisted him through the window, taking care not to brush him against the glass. And then, as quickly as he'd come, he was gone.

Dr. Colton fought for breath, but the blood filled his trachea and he couldn't seem to force air past it; he could feel blood dribbling from his mouth, but there was nothing he could do about it. A glance over at Dr. Rogan showed she was worse off; a dark smear marked where she'd slid down from the wall, and her skull was caved in. _She's dead, _Dr. Colton realized dully, _and I… I'm dying… _There was a phone in the lab, but it was so far away… he'd never get there in time… and he was cold, so cold, and he couldn't feel his limbs and he couldn't move… and then a darkness closed in that was deeper than any he'd ever known, but Dr. Colton was too far gone to be frightened of it.

XXX

A light mist, silvered by moonlight, hid the weathered gravestones from sight, but Otto navigated the cemetery by memory, not sight. Near-photographic recall led him unerringly to a white marble stone and the stretch of slightly concave earth before it. He stopped beside it, lovingly caressing the smooth arch of stone that the elements had not yet had time to wear away. He traced it downward, deft fingers finding the name carved into its face: ROSALIE OCTAVIUS. A wave of sadness crashed over him, and he fell to his knees before the stone. His awareness seemed to open downwards, and he could sense the bones rotting beneath him, all that remained of the vibrant woman who had brought sunlight into his life, driving away the darkness that had taken root in him during his childhood. She'd kept him sane, made him a man who cared, who _loved_, something he'd never thought possible.

Her absence in his life had revealed she hadn't completely banished that darkness, and it had again begun infesting his mind, this time in the guise of the voices of his 'children.' She'd left an open, festering wound inside of him, one that was slowly spreading within him. He was becoming less human every day, and he feared what would be left once all his humanity was gone (feared – and _welcomed_ this end to his pain.)

_Not for much longer_. Fingers closed reflexively, tearing great furrows in the spongy earth beneath. "Soon," he whispered hoarsely. He pushed himself off the ground, dropping the clump of soil still clutched in his fingers. He backed to the lip of the concavity, and at his whispered command, the actuators attacked the ground with the small spades clutched in their pincers. He watched impassively through his dark glasses as they ripped through the soil, opening a yawning black chasm at his feet. Metal scraped against splintering wood, and Otto's heart pounded in anticipation mixed with dread. The actuators cleared the black soil from the lid of the elegant coffin, then pulled away to latch onto the sides of the open grave. They lowered Otto onto the lid, and he dropped to his knees to feel around the coffin's edge for the latches. His fingers found the hinge for the coffin lid's upper half, caked with soil, and he fumbled for a better grip. He hesitated for a brief moment, unsure how he'd react to his wife's corpse and its state of decay. But this had to be done… He grasped the latch and heaved, and the upper half of the coffin swung open as quickly as the grit-encrusted hinges would permit.

Otto surveyed the contents before him with clinical detachment. He felt… _nothing_ as he stared down at all that remained of his beloved. Dry, lackluster hair, sunken eyes and maggot-ridden flesh were shaped into a parody of human, like some sort of rag doll sculpted from discarded rotten meat into a bad likeness of his wife. It should horrify him, he knew, haunt him, but he felt nothing.

Something within him was dying, and he needed her to help preserve what was left. If there was anything left worth saving…

He pulled a scalpel and a stoppered test tube in a padded container from his pocket and leaned forward. Carefully, he sliced off a piece of decayed cheek and dropped it into the tube, then wrapped the tube and replaced it in its container. It went back into his pocket, and Otto prepared to leave. But he hesitated, reaching with one gloved hand to stroke Rosie's decaying cheek, then ran his fingers through a strand of hair, accidentally yanking a clump free, along with a chunk of scalp. He shook it free, letting it fall back on the padded peach satin before running his fingers along the damaged tissue of the throat, stitched up and carefully concealed for the viewing, but pulling apart now that the body was decaying. "We'll be together again soon," he murmured, then took his hand away and slammed the lid shut.

And still, Otto felt nothing.

XXX

The flames had died down to embers in the fireplace, and the den was gently slipping into darkness as each brilliant spark of light guttered out. A chill began to settle into his bones as the last of the heat was wafted away, and Otto stirred from his position of repose on the comfortable couch. He opened his eyes, puzzled by the unexpected coolness, and turned his head to the empty space on the couch next to him. The cushion was cooling under his palm; she had left him some time ago. He smiled; how like her not to disturb him. He'd been getting so little sleep lately… Otto pushed the knitted afghan off his legs and stood, glancing around for signs of his wife. Her presence still lingered, but it was fading fast.

A wind whistled through the door, ruffling his hair and momentarily bringing the embers to life. The cloying scent of roses filled his nostrils, and he gently breathed in the fragrance. There was something else mixed in with the scent, something that made his nose wrinkle and his eyes water – the faint scent of _rot. _Otto turned into the wind, ignoring the gusts that tore at the tattered edges of his long coat as if to pull him back, away from whatever lay beyond the door. He pushed his way through and made it to the stairs; the railings were twisted, broken – as if something had attempted to yank the metal railing free. Vines of ivy and other unidentifiable climbing plants were threaded through the broken railings, and blood-red flowers concealed jagged edges of metal sharp enough to slice through flesh. Otto's hand encountered one serrated edge, and blood blossomed on his palm to drip down his fingers and splatter on the floor, with an endless _drip, drip _that was the only sound.

Cautiously, Otto made his way down the crumbling stairs, his laceration bleeding steadily, but not even causing him the slightest discomfort. As he descended, a soft sound carried to him, a shifting, rustling noise, like the rasp of leaves battered by the wind. Curious, he picked up his pace, making it safely to the bottom. The rustling grew louder, this time seemingly originating from _behind, _and Otto whirled around.

The stairs were no longer passable. The thick vines had woven together, forming an unbreakable latticework to stop a possible retreat. The scarlet flowers seemed an even more brilliant scarlet, and their velvety petals dripped blood. With a chill, he realized they'd sopped up the droplets of blood that had fallen from his hand, using it to grow and gain strength. And now they seemed to watch him hungrily, daring him to return the way he'd come so they could slake their thirst with his blood. He turned his back on them, squaring his shoulders and striding forward.

The vegetation grew thicker amongst the cold stone archways, coating every shattered machine with a layer of foliage so deep that it was impossible to recognize what had once been state-of-the-art machinery and what had once just been a table or chair. The only recognizable object was a curving crescent in the center of the largest open space, its shape warped into a peculiar twist, its pitted black surface partially exposed, as if something about the scarred metal discouraged growth. Curiously, Otto took a step towards it, wondering what had made it so resistant. He reached with a hand painted scarlet with blood, completely oblivious to everything but this curiosity. His only warning of danger was the soft his of something parting the air, and then he staggered as something slammed into the small of his back. There was a moment of pain so intense he thought he'd die, and then it faded to nothing. Otto opened his eyes in time to see one of the vines draw back, its melon-sized seed pod lined with bloody thorns pulling back into the thicket of vegetation and vanishing. Otto's hand explored his back, probing the holes the attack had torn in his coat and the broken skin underneath. There were strange knots in the flesh under his fingers, but other than that, the wounds seemed to be superficial. Without a mirror, he wouldn't be able to examine them further, so Otto continued onward, since there was no going back. Already, the plants were weaving together, leaving him no choice but to head towards the massive half-circle window.

There was glass everywhere, their edges splattered with dried blood, crunching underfoot as he approached the window. Jagged shards of glass still hung suspended in the frame; his footsteps shook two loose, and they fell and shattered at his feet. Powdery fragments clung to his coat, twinkling in the dim light. Otto stepped through the broken window just as the wall of vegetation closed behind him.

The expected stretch of streets with the buildings he knew as well as the back of his hand was gone. Or rather, the buildings had been reduced to rubble beneath a layer of plants, and plants had forced their way through the cracked pavement of the street, creating what resembled a hedge maze. A winding path littered with grayish-white stone winding through this peculiar garden beckoned him forward, and he took the first step. The stone crunched underfoot, and he glanced downward for a better look. It wasn't stone; the garden path was lined with shards of bone. Blood-red roses, their thorns dripping gore, reached for him, and Otto shied away from their grasp. His pulse quickened, and he increased his speed, desperate to escape the sinister floral arrangement before it closed in on him.

He knew his destination the moment he stumbled into the strangely familiar cleared area. The plants kept a respectful distance from the circular expanse carpeted in springy moss, with four arcing monoliths arrange in the center, around a perfectly circular pool of water. Something about the monoliths pricked at his memory, and he stepped forward, feet sending ripples through the water. It was similar to the solitary crescent he'd left behind him, but bigger. Three more identical monoliths rose up around it, arranged in a circular pattern. He reached his hand to touch one…

And then he doubled over as pain shot through him, originating in the center of his back. He twisted his arm around to fell the wounds the vine had given him, and felt the skin pushing up beneath, as if something was trying to break free… then he howled as the skin split, and a long, twisting vine pushed its way outwards, followed by three others.

He curled in on himself, teeth gritted in phantom pain as the four long thorn-lined vines writhed in the air above him, flicking his blood from their stems. One massive bud curved around to 'look' at him, its three petals blossoming open to reveal yet more thorns, set in a circle around a quivering protuberance that looked like a lidless, pupil-less eye. Otto tried to scrabble away, but the things were attached to him, growing from the seeds that had been inserted within his flesh.

And then Otto forgot them as he realized their gaze was fixed on the ground beneath his blood-coated fingers. The springy earth had absorbed the fallen blood, and was now tossing and heaving, as if a small, localized earthquake was occurring. No… as if something sought its way free of the earth… A brown root forced its way through, rapidly growing to a height of over five feet. Branchings split off from the main trunk, each ending in a delicate pentadactyl arrangement, making it resemble a literal stick-figure. Arboreal flesh and hair with the velvety consistency of petals crept over the root-skeleton, and a delicate skein of leaves adorned the decidedly feminine body. They eyes opened, eyes as emerald as the skin, and the being stared down at Otto. He stared wordlessly up at this golem with the familiar features, trying to utter her name and failing, instead acknowledging her by reaching towards her. _Rosie… _

She took his bloodied hand in hers, examining the wound. She smiled, then, and her teeth were like thorns…

Otto woke with a start, blinking rapidly to dispel the dream's final images before rubbing the sleep out of his eyes with grubby hands. He hadn't intended to fall asleep, but he'd spent the past seventy-two hours working without sleep, without food. It had apparently had an adverse effect on his mind; it had been quite some time since he'd had a dream so vivid… even the haunting visions of Rosie's death had faded away, leaving his sleep peculiarly empty.

_Another indication that something is wrong with me. _ He stood, a little unsteadily, his short nap doing little to alleviate the bone-deep weariness. It would be worth it in the end… he could sleep later, once he could pillow himself in _her _arms…

Otto's painstakingly constructed laboratory was a technological marvel buried deep beneath New York's heart. Built in a subway line that had been abandoned and sealed off some fifty years previously, the dark, echoing chamber hadn't had any visitors larger than a rat in all that time. He'd located it using old blueprints stolen from the city hall, and had immediately seen its potential. Thanks to the construction of newer subway tunnels, this particular line had been severed from the rest of the subway network, and it was no longer accessible, except by someone with spelunking equipment – or tentacles. Re-establishing power had been a simple matter of hacking into the city's power grid and siphoning off some of the excess electricity for his own use.

In the months following his 'death,' Otto had accumulated the equipment that lined the dusty tunnel, stealing from laboratories outside the city – and, in case, from a lab in Florida – and eliminating all witnesses to prevent rumors of survival from spreading. He wanted nothing to stop him from this, what would be his greatest work.

The sample of Rosie's flesh had been the final component, the last thing he needed for his plan to come to fruition. He'd spent hours – _weeks_, in truth – poring over the cloning data, memorizing it, storing it in the databanks of the actuators lest he forget. Cloning wasn't his scientific field; however, he'd been able to dump an enormous amount of data into the memory of the actuators, and through them, he could use the information, manipulate it. His mind had become like a computer, in a way, thanks to their symbiotic relationship. He hadn't slept in days, feverishly working to ensure that the procedure would be perfect. There was no room for error in this; it had to be done successfully. He was going to do what no one had dared attempt before: he was going to clone a human being. He was going to clone his Rosie.

It wouldn't be an exact clone; that would be impossible. A human clone would age normally; by the time she was old enough to be of use to him, he'd be well into his seventies. He wanted her, needed her, _now. _He'd needed to find a way to accelerate her growth, without having her age too quickly after reaching maturity. In that case, giving her progeria, the condition that made a person age at four times their normal rate, was out. He didn't want her to die of old age before him. He'd spent many sleepless nights worrying over that final obstacle, considering and discarding the blending of her DNA with that of various mammals – the most quickly-maturing creatures tended to have short life spans.

And then it had come to him one night, on the way back from a robbery that had secured a centrifuge for his use. He'd been pursued by police and had ducked into a hothouse filled to bursting with exotic fauna giving off a heady perfume that had brought to mind Rosie's own unique fragrance. He'd dismissed the memories that the scents had brought to the surface, refusing to be distracted. But the cloying odor had persisted, permeating his senses, affecting his thoughts… and then he _knew. _He wouldn't meld Rosie's DNA with some animal's, but with that of a plant. Quick to grow, and in some cases, very long lived if well taken care of, there was something fitting about having his beautiful Rosie share genes with her namesake.

The blending of human and plant DNA was unprecedented, and he'd had his work cut out for him. There were times he'd wanted to just give up... But as more blood stained his hands, more people died at his hands, all without him feeling the slightest twinge of his conscience, he knew he had to do this, or risk losing himself completely. Even in his darkest hours, he'd driven himself onward.

He crossed the room, stepping over the bundle of cables that led to the centerpiece of his lab – a six-foot fluid-filled tube surrounded by a bank of monitors. He checked the screens, noting that everything was still normal. Otto closed his eyes and leaned his cheek against the tube, attempting to get as close to the contents within. An embryo floated peacefully in the fluid, still smaller than his hand and barely recognizable as a life form. But soon… Soon, he would have his Rosie back again…

To Be Continued…

I know… the human/plant hybrid concept isn't exactly possible (hence my total lack of information on the process), but this is a Halloween fic, and anything is possible on Halloween! In my twisted little reality, anyway. And I know; Otto's not a geneticist, but in the comics, he seems to dabble in several sciences. Sorry for the prolonged dream sequence; I know, I do a lot of them, but sometimes, I have some really cool dreams that I want to share, but they wouldn't make good fics on their own so I have to find another way to work them in. The Plant Otto dream was one I had not long before I began _Musique de la Nuit_, though it was nowhere near as well-developed as this. It was vivid, however, and I was dying to find some way to use it.


	2. Bed of Thorns

Disclaimer: All _Spider-Man 2 _characters are property of Marvel. No profit is being made from their use. And suing me wouldn't be a worthwhile endeavor.

Author's Note: So far so good; I _think _I can keep this story to three chapters, as I hoped. But I'm not going to hold my breath. I apologize if anyone finds this incarnation of Otto to be a bit too violent; this is an Otto that's completely gone over the edge, and is no longer the man he once was. Sympathetic Otto is a lot of fun to read and write about, but, sometimes, I get the urge to write an Otto that isn't quite so easy to empathize with, one that isn't so easily redeemable, if at all. But, you'll soon see, there are people who are far worse… No bizarre dream sequences in this chapter! And I apologize that this chapter's short, and not too exciting, but the climax should be good. Maybe next chapter, I'll actually remember that Otto has tentacles.

_**Thorns of the Dark Rose**_

_Two – Bed of Thorns_

The rustle of the brown paper bags clutched tightly in his flesh-and-blood arms and the muffled thudding of the actuators as they navigated the pitch-black, vertical shaft, were the only sounds that carried to Otto's ears, and he heaved a sigh of relief as he left behind the invasive cacophony that was as much a part of New York as the pollution and the vermin. Over the months of living in his subterranean lair, he'd grown accustomed to the silence, broken only by the hum of machinery and the whispers of the actuators. He'd begun to hate to venture from the lab, where he had to deal with the city's inhabitants, who scurried around like insects as they went on with their inconsequential lives. The man at the store Otto had stolen his groceries from had been particularly loathsome, trying to play the hero by pulling a pistol out from under his register. He hadn't heeded Otto's warnings and had fired at the actuators, who had deftly dodged out of the bullet's path and slit the man from throat to navel before he realized what was happening. As the man bled out under the counter, Otto had stared down at him and felt only disgust; he'd sacrificed his life to protect a few measly groceries.

No; Otto didn't leave his lair unless it was absolutely necessary. Only when his food supply had dwindled to nothing and his hollow, empty stomach reminded him he wouldn't survive much longer without sustenance did he venture out into the world above. He didn't need the people out there; the only person whose presence he longed to be in was _hers. _Rosie's. He'd spent countless hours just sitting beside the tube that held the growing embryo, watching as it transformed from an amorphous shape to something that resembled a human, from infancy to adolescence to young adulthood. As her features matured into Rosie's familiar countenance, Otto had begun to feel the first stirrings in his cold heart. He'd done it… it was _her. _There were subtle differences brought on by the peculiar genetic melding that had brought her into being, where the lines of her body were leaner, longer, and there were unnatural hues to her skin tone, a very pale, subtle green shade in her upper torso as well as faint brown, slightly rough skin along her legs, ending mid-thigh, that was noticeable when one looked more closely. The long, sleek waves of hair that drifted around her in the nutrient fluid were composed of thicker, blood-red strands, like thin, fine petals. And physically, she had the body of a twenty-year-old. But there was no mistaking the woman's identity. In another week, he would awaken her, and then he would no longer be alone.

His feet hit solid ground with a _thunk_ and Otto smiled. He was nearly home; just a few hundred feet away, his Rosie waited, slumbering. He stepped quickly, anxious to be back. The actuators, picking up on his eagerness, writhed around him, weaving intricate patterns that were only visible to him as brilliant trails of light left by their LED's. He rounded a curve in the tunnel, and square of light became visible somewhere ahead of him. He nearly broke into a run as the light spilling over from his lab onto the abandoned tracks loomed larger. The emotions that swelled within him almost made him laugh aloud; he'd thought they'd been lost to him forever, but, even unconscious, Rosie was already exerting her influence over him. Soon, he could be the man he once had been! No, he'd be _better_… all his illusions about his work benefiting mankind had been peeled away. He now knew that humanity wasn't worth saving; hadn't they turned on him in his moment in need? With his illusions no longer handicapping him, and with Rosie at his side, Otto could live up to his true potential.

Otto stepped into the light, blinking and half blind in the sudden transition from darkness to light despite the dark glasses over his eyes. He set the grocery bags down on his makeshift table, absently pushing a pile of papers from the surface to make room. Then the turned towards the illuminated tube, his face softening in anticipation. And then his face froze at the sight before him: jagged glass shards, with the thick nutrient fluid still dripping from their razor edges, radiating in a burst pattern around the shattered cylinder. At first, rage boiled up in him as he thought that someone had dared take his Rosie from him… His fists clenched as imagined snapping the neck of Spider-Man, who was the only person who could have followed him, the only person who would do something so _cruel _to him… He'd lost his Rosie once before to Spider-Man's negligence; had history repeated itself?

Studying the scene more carefully, however, Otto realized the glass had been broken from within. Rosie had broken out.

Rosie was _awake._

And she was gone.

A quick glance proved she hadn't concealed herself in the lab, and Otto felt panic rising. Rosie wasn't ready to leave the lab yet; her body still wasn't mature, and her mind was an empty void. She'd be vulnerable in the abandoned subway tunnels, stumbling around in the dark, her mind as unformed and naïve as a newborn's. Her body would be soft and fragile, ill-equipped to handle anything that could harm her. _She can't have gone far, _Otto thought, stepping onto the tracks and carefully scanning the rubble-strewn rails for any sign of her passage. She'd never left her tube, never even so much as twitched her arms or legs while she'd slept. _Her muscles aren't developed enough to carry her for a long distance, _he tried to reassure himself.Otto couldn't find any indication the rubble had been disturbed, but he figured she'd have had to have gone the opposite direction from which he'd come, or he'd have run in to her. Otto began to follow, slowly, quietly, not wanting to spook her further.

He hadn't taken the time to grab a flashlight, and he was quickly swallowed by the near-complete darkness of the subterranean tunnel. He relied on the actuators to alert him of any hazards in the darkness. His ears strained for any sound of her presence, but the only sounds that drifted towards him were the muffled roaring of a subway train passing somewhere above him, the scuttle of rats in the walls, a ceaseless _drip, drip, drip _from an unidentified source that was amplified in the echoing silence. Otto held his breath and ordered the actuators to be still, struggling to pick out any out-of-place sound that could lead him to her. A thermal scan would have made his job simpler, but too many conduits ran through the walls that gave off enough heat to render any thermal scans useless.

He came to a junction in the tunnel and stopped, lips curling into a snarl of frustration. He'd only given this section of the abandoned tunnels a cursory inspection, enough to ensure that no one came down here. He knew neither pathway very well, and either one could lead to disaster for an innocent like his Rosie. _Damn… _Otto picked the one to his left and followed it as quickly as he dared. The actuators all the while attempted to get a thermal reading that was identifiable as human, without success. Otto progressed a fair distance down the tunnel before turning back; he was heading deeper into the subterranean maze, where fewer pipes threaded through the masonry. Ahead, it was dark, empty; the thermal scans weren't picking up anything except for a few rats. He was forced to double back and took the right-hand passage, hoping this was the right tunnel, that he hadn't missed her. There were cracks in the ground… she could have fallen within one and he could have passed by her without noticing. He clenched his fist, fervently hoping that wasn't the case.

A soft whimpering caught his attention, accompanied by the soft splash of water. Otto oriented on the sound and as stealthily as possible, felt his way across the rubble-strewn tunnel. The actuators obligingly turned their heads away so the glow wouldn't startle her. The whimpers grew louder, and Otto slowed. Then he called softly, "Rosie? Are you there?" He kept his voice low, soothing, hoping to calm her. He heard a gasp, and the sound of something scuttling away. Otto followed blindly, cursing as he stumbled and fell into the brackish puddle. He grimaced as he considered the germs that likely thrived within the scummy water; Rosie's immune system would be easily compromised until Otto gave her the shots he'd prepared for when he awakened her. He'd worry about that later.

As her footsteps receded into the darkness, he threw caution to the wind and pursued her with the actuators' assistance, rapidly overtaking her. Concerned as he was, Otto couldn't help but admire her sleek, nude form. Despite the clumsiness of muscles that were being used for the first time, there was a grace there that spoke of a fluidity of motion that wasn't quite natural. She gasped and froze as the glow from the actuators bathed her body with red light, and she stopped, holding out a hand to where the light was brightest. But it seemed she didn't find what she was seeking, because she made a pathetic mewling sound and turned away, her lithe body poised for flight. Her actions were curious; it was like she hadn't even noticed his presence. _Water and light, _he realized, _she's seeking water and light, like a plant. _She might have taken flight them, but one of the actuators sliced through the air and grabbed her arm. Finally, she took notice of him, and she turned to stare at him.

In the reddish glow, he saw the dark pools of her eyes widen in fear, and then they rolled into the back of her head, and she crumpled into a dead faint.

XXX

Her breathing was still deep and rhythmic; she wouldn't be waking any time soon, not with the sedative he'd dosed her with upon returning to his lab. Otto ran his callused fingers down the line of her cheek, following it to the hollow of her throat. He longed to touch his lips to that warm, soft skin, but he restrained himself. Not now, not while she was so vulnerable. Not when she could awaken and take fright. He reluctantly drew his hand away and rolled her onto her stomach. He paused, listening to the rhythm of her breathing. It didn't change, and Otto felt safe enough to proceed. Carefully, he pushed the petal-soft strands of hair from the nape of her neck, exposing the pale skin beneath. Taking a packet of antiseptic, he delicately swabbed the area, pulling back when she twitched beneath him, then continuing when she didn't show any further response.

When the idea of cloning had first come to him, Otto had known that the result would be Rosie in the flesh, but that the mind would be something else entirely, a blank slate that would remember nothing of their life together, of the love they'd shared. Resuming their life as if nothing had ever gone wrong would have been impossible. Having a Rosie that had never known him would be more painful than having no Rosie at all. He'd wrestled with the conundrum for quite some time, knowing that if he didn't solve it, then all his careful planning, all his thefts of the necessary equipment, would have been for naught. But how was he to give her the memories of a dead woman?

He couldn't give her Rosie's memories, but he could offer her his own. Or a modified version of his own, anyway. With the actuators firmly entrenched within his mind, his memories were available for download into their data banks. With their assistance, he'd sorted through his memories of his life since he'd met Rosie, metaphorically cutting and pasting his memories and reformatting them so that they were no longer colored by his emotions, and the actuators had helped insert images of himself into the memories so they wouldn't be entirely from his point of view. They'd be slightly skewed, being from his point of view rather than hers, but it would give him something to build on. Perhaps he should have been alarmed by the ease with which the actuators manipulated memories, but he just couldn't make himself care anymore.

To transfer the memories, he'd constructed the device that he now held to the base of her neck, which he secured, temporarily, with a collar. It contained a computer chip that held the memories he'd downloaded, attached to nanowires that would connect with her spinal cord, much like those within his own spine that made the actuators a part of him. The chip would then upload the memories into her mind. He tapped in the command to begin in the keyboard connected to the device, and with a soft _hiss, _the machine came to life.

He wondered, as the nanowires forced their way through Rosie's skin, if he should feel guilty for forcing Rosie's life onto someone who, left alone, would develop her own personality, her own likes and dislikes, perhaps even her own choice of lover. He was depriving her of the chance to blossom into a unique individual. But he felt no guilt, only a grim satisfaction.

She twitched once when the wires connected with her spine, an unconscious spasm. Otto watched alertly, waiting for the more violent reaction that would indicate he'd miscalculated and had just irreparably harmed her nervous system. But the twitch was her sole motion besides the rise and fall of her ribs, and Otto began to relax. If he had crippled her, he'd have had to start over again. He didn't want to condemn his Rosie to life in a wheelchair – or worse. Better to begin anew if necessary.

But the readouts on the small monitor showed the procedure had gone according to plan, and only then did Otto sag with relief, resting his palms on the metal tabletop to help support himself. He stared down at her for several long minutes, unable to get enough of the familiar, yet refined, curves of her body, or the soft, smooth skin, or the fleshy strands of crimson-tinted hair that reached past the small of her back. He pulled his gaze away, lest he be tempted to try to wake her too soon. Her mind needed the time to reorganize itself, and he didn't want her to deal with the strain while awake. With difficulty, he turned his back on her, choosing instead to settle sideways into the battered easy chair to make room for the actuators, picking up the book of poems he'd left open on the chair's arm as he did so. He'd taken to reading poetry aloud, to accustom her to his voice and hopefully help ease her into her new life. He'd read all her favorite authors, including T. S. Eliot, despite his own loathing of the poet. He'd retrieved her books from the ruins of his lab, wanting her to have her own property once she woke. Because it was hers, he treated each volume with great care, as if it were a drop of tritium.

With a last glance towards Rosie to make certain she was all right, he began reading, his voice the only sound in the lab. He finished one and went on to the next, and the next, not really absorbing what he was reading. Lately, poetry had lost all meaning to him, as if the part of him that had taken pleasure in the elegant pentameter and its fanciful imagery had vanished forever. They were just words to him, now. But Rosie had treasured the book, and he faithfully read each passage. Upon reaching the end of the book, one of the actuators snaked out, retrieving another much-loved book.

They'd brought him one of T. S. Eliot's books, he noted with some amusement. He opened it to the first poem and read on, now as indifferent to the insufferable poet as he was to all others. He'd completed the first and was on the second when a soft murmur, nearly a whisper, stopped him. His head jerked up, and the actuators flared around him, startled. Rosie's head had turned toward him. Her eyes were still closed, but her lips were moving, struggling to form her first words. He set the book on the chair's arm and stood, going over to her. She tried again to speak, and this time managed to articulate, "No… Don't… like…" Otto frowned, wondering what she was referring to. Then her eyes shot open, and Otto found himself blinking in surprise. They were a bright, vivid green, the color of new foliage in the springtime. Stranger still, something flickered in the unfathomable depths of those inhuman eyes, something unidentifiable, alien. Once, Otto would have shuddered to see the strangeness, but now, he didn't give it a second thought.

"Rosie?" he ventured.

She smiled, Rosie's smile, and he couldn't help but return it. He'd feared he'd never see that smile again. Rose red lips moved again. "Otto," she whispered. She weakly thrust her hand towards him, and Otto took it in his own, marveling at the smooth, uncalloused digits that fit in his own rough palm. He brought it to his lips and lightly kissed the back of her hand, and her smile widened. "Otto," she repeated, savoring the word with lips that had only spoken the name once before. "I know you."

"Yes," Otto said encouragingly.

"We're… married," she said, her voice growing stronger with each word.

"Yes," Otto agreed again, his heart pounding faster. The memory transfer was working…

Rosie pulled her hand from his, and gently ran her fingers across his stubbled cheek. Her eyes strayed past his face to the actuators that were peering curiously over his shoulders. This time, she showed no fear of them. He'd made certain to include plenty of memories of them, so she would adjust quickly. Instead, she regarded them with wide-eyed curiosity, and held her hand out to the nearest, touching the scorched metal surface and running her fingers along the pincer. Her expression was inscrutable as she pulled her hand away, and Otto wondered if something was wrong.

"Rosie, when you woke, you said you didn't like something. What did you mean?" She'd been accepting of him, but what if she didn't like the actuators? It would be a difficult obstacle to overcome.

"Him," she said, looking puzzled at his lack of understanding. "I don't like him." She gestured at the book that Otto had been reading to her.

She was referring to T. S. Eliot.

XXX

The next week flew by like a wonderful dream. Otto had watched as Rosie's fumbling steps grew steadier, her movements more refined. She bore the tests and injections necessary to normalize her body systems with great patience and whenever she encountered gaps in her memory, she turned to Otto to fill them in, which he did with great detail when he could. Her touch was warm and gentle, her lips on his skin like velvet. She returned his passion with equal fervor, and displayed a familiarity with his body as if she had known it for years, instead of a short week. She needed only water, a special nutrient feed, and sunlight to sustain her, and he supplied the latter by stealing the special lights from a greenhouse. She never expressed a desire to leave and bathe in _real _sunlight, as if sensing the danger of the surface world, and without having to be told. He'd adjusted quickly to the strange feel of her skin with its slightly spongy texture. It was strange, but not unpleasant. She'd turned out better than Otto had dared hope; she was very nearly _perfect._

And yet… there was something about her that made him vaguely uneasy, something he couldn't put his finger on. At first, he'd thought it was just his conscience, finally displaying guilt over what he'd done and reminding him of his crime against nature whenever he was too near her. But he'd quickly established that that wasn't it; he felt no remorse for playing God. It was something else… Rosie showed a complete lack of curiosity as to how she had come to be what she was. Even though Otto had spared her the memories of her creation so as not to distress her, she seemed to know what she was without being told. Sometimes, he would catch her staring at him, her eyes dark, fathomless. Did she know he had killed her? How did she feel about it? How did she feel about _him_? Did she resent him for doing this to her, for making her an abomination to nature? Her face would betray no anger, yet sometimes, he thought he saw something smoldering in the depths of her eyes.

Something eerily like what he saw in his own, whenever he removed his dark glasses.

At the thought, Otto glanced up from where he was brewing the nutrient food for Rosie's diet. She was seated beneath the lights, eyes closed, soaking in the rays. She'd removed her clothing to increase the surface area for the light intake, and her skin seemed to glow a vibrant green. Otto studied her breathtaking form, feeling the rush of emotions that had eluded him for so long. And yet… there was still something missing within him, something that was perhaps too far gone for even his wife's love to restore. As Otto peered at her expressionless features, Otto couldn't help but wonder: what if he'd tainted her somehow? Her memories had been formed from his own; what if he'd given her more of himself than he'd intended? She loved him, and didn't hesitate to show it, but in other matters… she was cold. Distant.

Seeming to sense his scrutiny, she opened her emerald eyes and turned towards him, her hair sliding forward over one eye. She gave him a smile that made his heart skip a beat, and Otto went over to her, despite the pain the piercing lights caused to his damaged eyes, even through the dark lenses. Her face, veiled by strands of hair, was cast in shadow, making her bewitching eyes seem even brighter. Otto felt his concerns melt away under that loving gaze.

She held out her arms to him, and Otto leaned down so she could slip her arms around his neck. Something pricked the nape of his neck and, startled, he drew away, probing at the wound on his neck staring dumbly down at the droplets of blood on his fingers. Otto glanced back towards Rosie, whose impassive face revealed nothing. His gaze dropped downward, to the palms of her hands, and he frowned at what he saw.

When had his Rosie developed thorns?

To be continued…


	3. Seeds of Destruction

Disclaimer: All Spider-Man characters are property of Marvel. No profit is being made from their use.

Author's Note: I did it! I managed to keep it to three chapters. It's not an ending that's worth the wait, I know, but it's difficult to pick up a story after Real Life has kept you away from it for so long. Inspiration wanes, and it becomes harder to remember what you were going to do with a fic. But this is basically what I'd intended from the start. Thanks all for reading and commenting. The masses have spoken: You've made it clear that you enjoy seeing a darker version of Otto, and while this fic may be over with, I'll see what I can do about writing another story using a similar version. Eventually. I've just had _no _free time lately, it seems. Thank goodness summer vacation is finally here.

_**Thorns of the Dark Rose**_

_Three – Seeds of Destruction_

Otto watched the red-tinted water drain away down the sink without really seeing it. _Something's wrong… _He'd miscalculated. _Again. _One of the actuators slithered forward, nosing open the cardboard box serving as a medicine cabinet and fishing out a roll of gauze. Otto held out his right hand, wincing when he saw the wounds revealed now that the blood had been cleansed away. The flesh had been torn along his palms and fingertips, and angry red welts dotted the skin between the lacerations. The actuators deftly wrapped the gauze around his hand, individually binding each finger so he'd have some mobility. That done, Otto held out his left hand, which wasn't in any better condition. On this arm, the wounds extended up past his wrist to his elbow. Once they finished with that, they turned to the scratches that streaked his chest.

He'd only been holding her, as he had so often before in their previous lives. They'd been in bed, and she'd lain pressed against him, and he'd had his arms wrapped around her. He'd been content, sleeping with her so close, and then there'd been pain, excruciating pain. The actuators had had to pull him away the moment they sensed his agony, because he'd been too stunned to react. Rosie's green eyes had been wide as she stared down at the thorns that had sprouted from her shoulders and spines. There'd been shock in her eyes, too; this had been as unexpected to her as it was to him. He'd thought the first thorn had been an anomaly, and Rosie had permitted him to file the unwanted growth off.

Clearly, it _hadn't _been an anomaly. The actuators pulled back, inspecting their work despite the fact that they'd bandaged him with the machine precision with which they performed any task. Otto pushed the nearest away and stepped away from the sink basin he'd rigged on the water pipe running through the tunnel. Leaning against the wall for support, he stumbled toward the kitchen, digging around until he found a bottle of brandy he'd snatched, intending to eventually share it with his wife. He took a seat at the table, then held the bottle to the actuators, who opened it for him, and then took a swig from it. And then another, and another, until the pain began to dim. It didn't fade completely, but the haze falling over his mind made it bearable. He rested his chin on one bandaged hand and stared broodingly off into space. _Something has to be done. _Obviously, this was going to continue, and if the growth went on unchecked, the results could harm not just him, but Rosie, too.

But what could he do? He wasn't going to just scrap this clone and try again. This wasn't a failed project, this was _his Rosie_. Any other person, he wouldn't think twice about disposing of. But not his Rosie. He'd just have to repair her, somehow. Tomorrow, he'd take a sample from her, explore her DNA with the assistance of the actuators, try to find where he'd gone wrong. If it was just a matter of shutting off the gene responsible for the thorns, then it wouldn't be too difficult – when compared to his other options, at any rate.

Somehow, he doubted it would be that easy. Otto took a swig of his drink, stared at his bandaged hands, and scowled. Nothing in his life ever was.

XXX

Rosie watched him through hooded eyes as Otto's upper right actuator drew her blood. She didn't even flinch away from the sight, when once upon a time, whenever she'd donated blood, she'd always squeezed her eyes closed and turned her face away from the needle. Now, though… He couldn't help but think her gaze was one of rapt fascination, though she was doing her best to conceal it from him. The actuator pulled away, and another moved in to swab the wound with disinfectant. He had to rely entirely on their dexterity; his own hands were too unsteady, too painful, swollen, to do all but the simplest tasks.

"As soon as I prep this, I'll take care of the growths," he said, eying the sharp, curved thorns that ran along her spine, with smaller protrusions speckling her shoulders. Rosie said nothing, merely dipping her chin in a shallow nod. Her petal-like hair rustled around her shoulders, the silken fall of it concealing the thorns. She pulled her emerald robe back up her arm, over the offending growths. Otto turned his back on her to monitor the actuators as they prepared the blood sample for DNA extraction. The procedure would take time; it would give him an excuse to think without the distraction of Rosie.

He imagined he could feel her gaze boring into him as he worked, though a surreptitious glance backwards revealed her to be reading, her entire attention seemingly focused on the book. Otto frowned at his paranoia; his life on the run had made him wary of his own wife! It wasn't as if these alterations to her body where her fault.

The actuators completed the procedure with little guidance from him, leaving him to brood over this new problem. _What have I done to her? _he thought numbly. This wasn't a way to live… What if he couldn't stabilize the plant DNA? What if she continued to evolve, until she was more plant than woman? Otto didn't think he could lose Rosie again. The first time had driven him to the edge. The second time might send him tumbling over that precipice into the abyss. _Though some might argue I'm there already. _He shoved the bleak thoughts aside. He shouldn't be thinking about himself; not when Rosie needed his help.

He glanced obliquely back at his wife; she had taken her seat in the middle of the UV lights and was leaning back, eyes closed. Otto studied her more closely; was it his imagination, or was there a verdant hue to her skin that it hadn't held before? He took a step toward her, and her jade eyes snapped open. Yes… her skin tone was definitely greener than it had been before. "Otto?" Rosie asked, frowning under his scrutiny. "Is everything all right?"

_No, _Otto almost responded. Instead, he said, "It's going to take awhile before I have the test results. For now, though, let me take care of those thorns." He dug around in the drawers beneath his lab table and pulled out the shears he'd used previously on his wife's hands. The upper right actuator took the handle in its pincers, working the blades experimentally before setting to work with more dexterity than any human could manage.

It was like pruning a rosebush – except that roses didn't weep a sickly red fluid from any cuts made to their flesh. Roses didn't wince with barely concealed pain when their thorns were cut away, or bite back a cry when particularly large growths were removed. Otto _hated _doing this to her. But she bore it in stoic silence, with only a hiss of indrawn breath when the process became too painful. "This will be the last time," Otto murmured softly. "I promise you, I won't hurt you any more." It didn't even occur to him to think about the damage to _himself, _or what his damaged hands meant to his experimentshis concern was only for his wife. "I'll find out what's wrong, and I'll fix this. I promise."

When he'd finished, Rosie stared down at the pile of fleshy plants parts at her feet, oozing vegetation that had once been part of her. He thought he saw something flit across her features, an emotion concealed too quickly for him to identify.

"Are you all right?" he asked. She just blinked and rubbed one of the weeping sores, her face impassive. "Rosie? Honey?" She wasn't as outspoken as she'd been in her previous life, and Otto had a difficult time reading her emotions. He had assumed that she didn't mind the removal 'surgery' he had to put her through, but her silence worried him. Did she just not care? Did she not feel the pain? Or was she hiding something?

Or maybe Otto had just become paranoid. She _couldn't _want to live like this… could she? Otto wished she would speak to him, really speak to him, and not just give him bland, evasive answers. But really, what could he expect? He'd created her memories from his own, and she was trapped in these subterranean tunnels – she had no way to form new memories to share with him beyond what she'd read that day? She was like a child, in a way; she didn't have enough experiences for proper development. It was no wonder she showed so little emotion; she didn't know how to react. It wasn't as if he'd given her his more traumatic memories, after all. He'd only tried to give her his happy ones, or what was left with his happy ones. After the accident, it had become harder and harder to remember the happy times in his life; they'd become faint, distorted, frayed at the edges… More like a half-remembered show seen on TV than something that had happened to him. It was no wonder she seemed so… flawed. Otto sighed. First, he'd fix her physical problem, _then _he'd worry about her mental state.

Otto stretched his bandaged hand towards her, and Rosie stood unsteadily, her normal grace marred by pain. Otto reached for her when it looked as if she'd topple forward, but again she shied away from his touch. She regarded him with wide eyes, trembling like a sapling in a strong wind. Her body tensed, and then she whirled and fled from the room, past the shattered brick wall that separated his lair from the old subway tracks, and vanished down the dark tunnels. Otto was poised to pursue, but stopped himself. She needed time alone; he was the cause of her pain, and he could only make things worse. Given time to herself, she might find it in her heart to forgive him and come back. Or she might choose instead to wither away in darkness rather than return to him.

It was her decision, and he had to respect that, much as it pained him. Otto forced himself to turn away from the exit, otherwise, he knew he'd stand there and wait for her return, no matter how long it took. Instead, he went to his library of books scavenged from his shattered laboratory and sat upon the battered leather easy chair. He tilted his head back and stared up at the arching stone ceiling. The actuators arrayed themselves around him, one of them keeping an electronic eye towards the entrance, another pulling the old afghan draped over the seat and arranging it over his legs, while a third reached out and grabbed the book of poetry Rosie had left sitting on the coffee table, a collection by Edgar Allen Poe. Otto accepted it from the actuator and began to read.

XXX

Otto didn't remember falling asleep; it was only when the actuators gently nudged him into wakefulness that he realized he'd drifted off. Otto opened his eyes to see Rosie staring down at him. He blinked; was it the dim lighting, or had the greenish shade to her skin again deepened? Her crimson lips parted, and she whispered, "I'm sorry I ran off."

Otto pushed the afghan off his lap and got to his feet, taking a hesitant step towards her. She didn't flinch away this time, and Otto dared to approach her. "You don't have to apologize," he told her. "This was my fault… all my fault. Rosie," he said, his voice thick. "I'm so, _so _sorry I had to do this to you." His voice broke with the force of his emotion. "I'm just trying to help you." Rosie lifted her head, the petal-like hair whispering as it slid away from her green-hued face. A gamut of emotions flitted across her face: fear, accusation, despair, pain.

And then she lunged forward, wrapping her arms around his broad body, and burying her face in his chest. He worried at first that she was going to cry, but she seemed only to crave physical contact. Otto put his arms around her, holding her close, savoring the feel of the smooth skin of her cheek against his bare chest. Rosie ran her hands along the tight, burn-scarred skin along his spine, following the spinal brace downward.

Her fingers stroked the scarred flesh that lined the top edge of the wide metal support belt. Otto shivered slightly at the touch as it traced the scar tissue closest to where the actuators rode. Her fingertips probed the edge of the support belt, working their way between the thickened flesh and the metal. Before Otto could react to the peculiar sensation, pain blossomed from the points of contact. Rosie jerked her fingers free at his gasp of pain, and stared at her bloody fingertips. Otto took her hands in his and examined them carefully, his face darkening as he saw the thickened flesh with its woody texture. Her fingers weren't something he was willing to just prune away.

Ignoring his own new injuries, which felt no deeper than the other shallow punctures he'd received from Rosie's fingers, he took Rosie's wrists delicately in his damaged hands and said, "We need to do something about this _now_," he said urgently. "If this continues, _you'll_ be the one who's injured!"

She just nodded, her eyes wide. Otto was so preoccupied with examining this new manifestation of plant characteristics that he failed to notice the satisfied expression that touched her features before she schooled her face back into neutrality.

XXX

The results didn't look good, Otto was finally forced to concede after running his tests a second, and then a third time. He didn't see a way to put a stop to the changes to Rosie's body. _Dammit! _He slammed his fist against the table, causing it to wobble and send a beaker to shatter on the floor. What now? He couldn't start afresh; it wouldn't be fair to Rosie. _Still, maybe I could copy her memory and download it into a new body, like I did with my memories. _The idea had promise; he could keep this Rosie, and she wouldn't have to deal with her malfunctioning body any more. The more he thought about it, the more he realized it was the only option.

A soft sound behind him made him turn around, to meet Rosie's gaze. She stood in the arching stone doorway, in the shadows. "I heard something break," she said.

Otto glanced down at the broken beaker, which rested in a puddle of oozing green fluid. "It was nothing important," he said. The actuators curved over his shoulder defensively, a reaction he couldn't understand. What were they picking up that he couldn't? He sent them a mental command to stand down, but they continued their uneasy gyrations.

"I've had an idea," he said, and explained what he'd just come up with. He saw Rosie cock her head thoughtfully, and then she took a step forward, into the dim light. Otto took an involuntary step back, into the table, when he saw what had been revealed. There hadn't been any more clipping sessions after Rosie's last traumatic experience, and Otto had let the growths run wild, anticipating a cure that would eradicate the need for cutting. Now, Rosie's body wasn't just adorned with thorns, but curling strands of vines grew along her arms and legs, and were tangled in her petal-like hair. Her skin had darkened further, making the vivid red of her lips and hair stand out. She crossed the makeshift lab until she was close enough to touch him.

"I can't let you do that," Rosie said calmly. "I like this body." Her bewitching green eyes narrowed in concentration. The actuators, sensing danger, reacted without any guidance from Otto and darted forward.

Pain lanced through the wounds in his back, and Otto yelped as blood began to drip down the back of his thighs. The actuators gave an electronic scream that was echoed in Otto's skull and halted their attack. The pain intensified, and Otto staggered against the table and sending it crashing, biting his lip to keep from crying out. What was wrong? _Show me, _Otto demanded, shutting his eyes as his brain was abruptly flooded by four images of the skin on his back erupting from the half-healed tissue where Rosie had punctured him, and four blood-slick green tendrils emerging to twine around the base of the actuators. He heard them warble with surprise and dismay as the tendrils tightened their grip and sunk their tips into the inner cavities of the actuators. With the tendrils already pushing their way along their metal length, the actuators couldn't completely bend back in on themselves to remove the invasive plants, and Otto wouldn't be able to reach around to rip them free. Assuming they could be removed in time; they were growing at a phenomenal rate.

The electronic squeals of the actuators sounded horribly like screaming as the vines continued to worm their way through the inner workings, with filamentous offshoots twisting pushing out through the gaps in the segments. Otto covered his ears as he doubled over, biting his lip to keep from crying out his own accompaniment as the internal damage the actuators were suffering carried to him through their mental link in the form of searing agony. The actuators writhed about spasmodically, one of them hitting Otto's arm with bone-breaking force. Otto didn't even feel the bone snap.

Then the plants reached the 'brains' of the actuators, set behind the pincers. The vegetation swelled, popping the metal casing around the intricate circuitry, revealing seemingly delicate foliage intermingled with wires, tangling with them, tearing them loose from connections and severing their link to their host. One by one, the four images in his brain were lost in a burst of static before fading to black, and Otto heard one last harmonic scream of anguish in his mind, a desperate appeal to their Father to save them… and then they were gone from his mind. The actuators fell around him in a heap, their scarred metal segments nearly obscured now by the growth.

Rosie watched it all through slitted eyes. She hadn't moved as she'd watched him writhing in agony. A faint smile curved her lips.

"What have you done?" Otto gasped out. He attempted to climb to his feet, but the heavy weight of the actuators pulled him back down, and his broken arm was of no use. Rosie knelt beside him, forest green eyes gazing into earthy brown. Her hand extended and tenderly stroked his jaw, and the rough texture of her fingers almost made him pull away from her touch.

"I've made you like me," she said, her voice a velvety purr. "Now you understand my pain." She straightened, turning on her heel and striding towards the living area she'd staked out for her own. She didn't even look back to see if her husband was all right.

Otto stared after her, wanting to call out to her to help him. Watching her receding form, he realized he'd asked the wrong question. _What have _I _done? _he wondered. _What have I created?_

He'd given her his memories to make her complete, but clearly, she'd gotten something more from him.

His madness.

XXX

Otto had finally regained his feet by crawling painstakingly towards one of the crumbling brick walls and using that to pull himself up. The weight of the actuators threatened to send him tumbling again; he hadn't realized how truly heavy they were until they were no longer capable of carrying their own weight. He didn't even know if they were repairable; he'd examined the fragile circuits and found the microchips that served as their brains to be ruined in all four actuators. Even assuming he could remove the vines that seemed to have taken root in his flesh from the mangled frames of his children and keep them from re-growing along the same path, there was a good chance they couldn't be salvaged.

Their loss was a blow that threatened to send him crumbling into a heap and refusing to move. He'd lost so much; he didn't want to consider what life would be like without his actuators. Otto loved only two things in his wretched existence: his actuators, the children who had remained faithful to him when the rest of the world had turned against him; and his wife, the one human being he'd known would love him despite what he'd become. And now... the actuators were gone, and as for his wife…

That construct, that _creature _wasn't his wife. His wife had been gentle, loving; she would never hurt anyone. But this new Rosie… not only had she hurt him, she'd _enjoyed _it. _"I've made you like me," _she'd said. _And I've made _you _like _me, he thought with a growing horror. His Rosie was supposed to be his rock, his anchor, the one who would help him keep his fragile hold on sanity. Instead, he'd created another version of himself, one that wore his wife's skin.

One that also, apparently, had terrible powers. The vines taking root in his body had been planted there by her, and had grown at her behest. Otto had no qualms about unleashing a monstrous being on the city, but he didn't want that monstrous being to have his wife's face. He wouldn't sully Rosie's memory by having it associated with this creature.

With strength of will alone, Otto stumbled over to the cabinet where he'd stored something he'd hoped he'd never have to use. He had a mistake to correct, and he'd do it at all costs…

XXX

She was in the main room, once again under the lights. The vines wavered in the air around her, like cruel mockeries of his ruined actuators. He couldn't help but wonder why, if she craved the light, she remained down here with him, so far away from the sun. The unexpected answer came to him immediately. _She's still here because she wants to be with me, even after what she's done to me. That's the one good thing she would have received from my memories: love. In some twisted way, she loves me. _She seemed to sense the content of his thoughts, because she smiled and stood, beckoning. The vines twisted and stretched around her, extending towards Otto.

Otto knew he couldn't run; pain had weakened him, and the actuators' deadweight may as well have kept him chained in place. But he had no desire to run. This was his Rosie, after all, and he'd made his vows to her.

He knew he wouldn't be able to live with his wife.

But he could die with her.

Otto opened his arms and welcomed her fierce embrace.

Vines began to twine themselves around his legs, wrapping them from foot to knee to hip, and proceeding up his abdomen. The vines pulled him forward, towards Rosie, until they were face to face. Her rough-edged fingers stroked his cheek, tracing his jaw and coming to rest in the hollow of his throat. Her red, red lips parted, and she leaned forward. Her kiss was petal-soft, with the sharp bite of thorn beneath. Otto closed his eyes and returned the kiss with equal passion. _I love you, Rosie, _he thought. _Even after all of this, I still love you. I always will. _While her attention was still focused on the kiss, Otto's clenched fist opened, and the syringe concealed within the loose bandages dropped into his fingers. Before Rosie noticed what was happening, Otto jammed the needle between her ribs and pressed the plunger.

With a cry, Rosie shoved him away, and the vines around his body tightened, making breathing difficult. "What did you do?" she snarled.

Otto held up the empty syringe. "Herbicide," he said simply. He'd kept it on hand during the cloning procedure, in case he needed to euthanize the growing clone before it reached maturity.

Her eyes widened, and her gaze dropped to the oozing pinprick in her side. The flesh around it was already blackening, and the necrosis was slowly spreading. Rosie gave a scream and clawed at the wound, but the herbicide had already entered her bloodstream and was being pumped throughout her body.

The vines continued their climb up Otto's torso, pinning one arm to his ribs. The other, which had been outflung, beat at the encroaching plants to no avail. In the center of the mass of foliage, Rosie was screaming as the herbicide ate away at her, but she didn't release him from her constricting grip. The vines were now tight enough around his chest that he could no longer draw in breath, and he knew he was turning blue. But he had to hold on, to make sure this monster he'd created died along with him. His vision turned red, and then began to go black at the edges. He held on to consciousness long enough to see Rosie's body falling to pieces, limp, leaf-like flesh peeling away from woody bone. The vines continued to obey her last commands, however, blanketing him completely, except for one hand, which had somehow clawed its way free.

The hand spasmed a few times, and then went very, very still. The vines continued their slow, inexorable crawl, closing over the limp hand, completely entombing Otto within their thorny embrace. The herbicide crept through their systems and the vines withered, died… and all became silent in still in the subterranean depths.

The End

So… are they dead? I don't know, honestly. Maybe they are… or maybe, one day, I'll write a sequel of some sort about them; I just don't know yet. I'm so busy, it's hard to do anything, at the moment. Lack of inspiration isn't much help, either. I hope you enjoyed this fic; I had a lot of fun writing a darker Doc Ock, and, judging from the reader response, you all enjoy _reading _about a darker version. I'll definitely have to try something with a similar Otto in the future. And I know Rosie got a little Poison Ivy-ish at the end here, and I apologize. It was… difficult to resist. And I know, I underused the actuators in this story, but I wanted the focus to be on Otto and Rosie, and the actuators would have complicated things (it'd be the strangest love triangle _ever…_)


End file.
